Cardo Medical, Inc. Sample Contracts

UNDERWRITING AGREEMENT between
Underwriting Agreement • June 19th, 2020 • BioCardia, Inc. • Biological products, (no disgnostic substances) • New York

As Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 36th Floor New York, New York 10022

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RECITALS:
Asset Purchase Agreement • October 20th, 2004 • Clicknsettle Com Inc • Services-business services, nec • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT biocardia, INC.
BioCardia, Inc. • June 15th, 2020 • Biological products, (no disgnostic substances) • New York

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioCardia, Inc., Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECOND AMENDMENT TO LEASE
Lease • September 27th, 1999 • Nam Corp • Services-legal services
COMMON STOCK PURCHASE WARRANT BIOCARDIA, INC.
Common Stock Purchase Warrant • August 7th, 2019 • BioCardia, Inc. • Biological products, (no disgnostic substances) • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 6, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioCardia, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to

FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 16th, 2023 • BioCardia, Inc. • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 16, 2023, between BioCardia, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

BioCardia, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • April 12th, 2022 • BioCardia, Inc. • Biological products, (no disgnostic substances) • New York

BioCardia, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

PURCHASE AGREEMENT
Purchase Agreement • March 29th, 2021 • BioCardia, Inc. • Biological products, (no disgnostic substances) • Illinois

PURCHASE AGREEMENT (the “Agreement”), dated as of March 29, 2021, by and between BIOCARDIA, INC., a Delaware corporation, (the “Company”), LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

BIOCARDIA, INC. (f/k/a TIGER X MEDICAL, INC.) INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 27th, 2016 • BioCardia, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This Indemnification Agreement (this “Agreement”) is dated as of ____________ (the “Effective Date”), and is between BioCardia, Inc., a Delaware corporation (the “Company”), and _______________________ (“Indemnitee”).

BioCardia, Inc.
BioCardia, Inc. • December 16th, 2020 • Biological products, (no disgnostic substances) • New York
AT THE MARKET OFFERING AGREEMENT
Market Offering Agreement • December 6th, 2023 • BioCardia, Inc. • Biological products, (no disgnostic substances) • New York

BioCardia, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:

AGREEMENT
Agreement • October 14th, 1997 • Nam Corp • Services-legal services
BIOCARDIA, INC.
Stock Option Agreement • October 27th, 2016 • BioCardia, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California

Unless otherwise defined herein, the terms defined in the 2016 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

RECITALS
Advertising Agreement • September 28th, 2004 • Clicknsettle Com Inc • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 27th, 2018 • BioCardia, Inc. • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 24, 2018, between BioCardia, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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BIOCARDIA, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • July 23rd, 2019 • BioCardia, Inc. • Biological products, (no disgnostic substances) • New York

The undersigned, BioCardia, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of ______________ units (the “Firm Units” or “Units”) of the Company’s securities, and, at the election of the Representative, up to an additional ____________ Option Shares (as defined herein and collectively with the shares of Common Stock underlying the Firm Units, the “Shares”), and/or up to an additional ___________ Option Warrants (as defined herein and collectively with warrants underlying the Firm Units, the “Warrants”). Each Unit consists of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and one Warrant. Each Warrant entitles the holder to purcha

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 29th, 2021 • BioCardia, Inc. • Biological products, (no disgnostic substances) • Illinois

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 29, 2021, by and between BIOCARDIA, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

PRIVATE EQUITY LINE OF CREDIT AGREEMENT
Credit Agreement • March 28th, 2000 • Nam Corp • Services-legal services • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 29th, 2009 • Cardo Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
BIOCARDIA, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • February 8th, 2017 • BioCardia, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California

Unless otherwise defined herein, the terms defined in the BioCardia, Inc. 2016 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A.

AGREEMENT
Employment Agreement • September 28th, 1998 • Nam Corp • Services-legal services
STOCK OPTION AGREEMENT
Stock Option Agreement • February 8th, 2017 • BioCardia, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 16th, 2020 • BioCardia, Inc. • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 15, 2020, between BioCardia, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

SECURITY AGREEMENT
Security Agreement • November 8th, 2010 • Cardo Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California

This Security Agreement, dated as of November 4, 2010, is made by and between Cardo Medical, Inc., a Delaware corporation (the “Debtor”), and Earl Brien, M.D., an individual (the “Secured Party”), with respect to the following facts:

CARDO MEDICAL, INC. 2010 EQUITY INCENTIVE PLAN
Cardo Medical, Inc. • August 12th, 2010 • Orthopedic, prosthetic & surgical appliances & supplies • Florida
SECURED PROMISSORY NOTE
Cardo Medical, Inc. • November 8th, 2010 • Orthopedic, prosthetic & surgical appliances & supplies • California
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